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Subject: 89-1283 -- OPINION, ARCADIA v. OHIO POWER CO.




NOTICE: This opinion is subject to formal revision before publication in
the preliminary print of the United States Reports.  Readers are requested
to notify the Reporter of Decisions, Supreme Court of the United States,
Washington, D. C. 20543, of any typographical or other formal errors, in
order that corrections may be made before the preliminary print goes to
press.
SUPREME COURT OF THE UNITED STATES


No. 89-1283



ARCADIA, OHIO, et al., PETITIONERS v. OHIO POWER COMPANY et al.

on writ of certiorari to the united states court of appeals for the
district of columbia circuit

[November 27, 1990]



    Justice Scalia delivered the opinion of the Court.
    This case concerns the interpretation of MDRV 318 of the Federal Power
Act, as added, 49 Stat. 863, 16 U. S. C. MDRV 825q, entitled "Conflict of
jurisdiction," which governs certain overlapping responsibilities of the
Federal Energy Regulatory Commission (FERC) and the Securities and Exchange
Commission (SEC) in the regulation of power companies under the Public
Utility Act of 1935, 49 Stat. 803.

I
    The Public Utility Act subjects some companies that transmit and
distribute electric power to overlapping regulatory jurisdiction of both
the SEC and of FERC, successor to the Federal Power Commission (FPC).
Title I, known as the Public Utility Holding Company Act (PUHCA), 49 Stat.
803, gives the SEC jurisdiction over certain transactions among registered
public utility holding companies and their subsidiaries and affiliates.
Title II, the Federal Power Act (FPA), 49 Stat. 838, gives FERC
jurisdiction over the transmission and sale at wholesale of electric power
in interstate commerce.  FERC-regulated electric power companies that are
subsidiaries or affiliates of registered public utility holding companies
are therefore subject to SEC regulation as well.  Respondent Ohio Power,
part of the American Electric Power system (AEP), is one such company;
petitioners are 15 small Ohio villages and cities that are AEP's wholesale
customers.
    The dispute in this case begins in a series of orders issued by the SEC
in the 1970's, authorizing Ohio Power to establish and capitalize an
affiliate, Southern Ohio Coal Company (SOCCO), to secure and develop a
reliable source of coal for the whole AEP system.  The first order, in
1971, approved the sale and purchase of SOCCO's stock, and in the course of
outlining the conditions of that approval, stated that SOCCO's charges for
coal would be "based on" actual costs.  Ohio Power Co., SEC Holding Company
Act Release (HCAR) No. 17383 (Dec. 2, 1971).  In 1978, the SEC authorized
further investment by Ohio Power, and this time its order indicated that
the price of coal "will not exceed the cost thereof to the seller."  Ohio
Power Co., HCAR No. 20515 (Apr. 24, 1978), 14 S. E. C. Docket 928, 929.  In
1979, in the course of another financing approval order, the SEC noted that
Ohio Power would pay SOCCO less than the actual cost of coal if Ohio
Power's after-tax capital costs exceeded a certain level.  Southern Ohio
Coal Co., HCAR No. 21008 (Apr. 17, 1979).  The final order in 1980,
approving further SOCCO financing, indicated that "[t]he price at which
SOC[C]O's coal will be sold to AEP system companies will not exceed the
cost thereof to the seller."  Southern Ohio Coal Co., HCAR No. 21537 (Apr.
25, 1980).
    In 1982, Ohio Power filed rate increases for its wholesale service.
FERC initiated a rate proceeding under 15 205 and 206 of the FPA, 16 U. S.
C. 15 824d, 824e, and quickly settled all issues save the reasonableness of
Ohio Power's SOCCO coal costs.  Pursuant to MDRV 206 of the FPA, FERC
disallowed that portion of Ohio Power's coal costs that did not satisfy
FERC's "comparable market" test.  Under this test, utilities that purchase
coal from affiliates may recover only the price that they would have
incurred had they purchased coal under a comparable coal supply contract
with a non-affiliated supplier.  In Ohio Power's case, FERC found that Ohio
Power had paid approximately 50% more than that market price in 1980,
approximately 94% more in 1981, and between 24% and 33% more during the
period 1982 through 1986.  Accordingly, FERC ordered Ohio Power to
establish rates calculated to recover from its customers no more than the
comparable market price for coal, and to refund prior overcharges.  The
agency rejected Ohio Power's argument that the SEC, by the above-mentioned
orders, had "approved" the coal charges by SOCCO, and that MDRV 318 of the
FPA ousts FERC of jurisdiction to regulate the same "subject matter" by
declaring those charges unreasonable and thus unrecoverable in Ohio Power's
wholesale rates.  Ohio Power Co., 39 FERC MDRV 61,098 (1987).
    The United States Court of Appeals for the District of Columbia Circuit
reversed, holding FERC's disallowance of the charges to be precluded by
MDRV 318.  Ohio Power Co. v. FERC, 279 U. S. App. D. C. 327, 880 F. 2d 1400
(1989).  We granted certiorari.  494 U. S. --- (1990).

II
    As decided by the Court of Appeals, and as argued here, two questions
were presented in this case: (1) whether MDRV 318 bars all FERC regulation
of a subject matter regulated by the SEC, or only such regulation as
actually imposes a conflicting requirement; and (2) if an actual conflict
is prerequisite, whether it exists here.  In our view, however, there is
another question antecedent to these and ultimately dispositive of the
present dispute: whether the SEC and FERC orders before us impose
requirements with respect to a subject matter that is within the scope of
MDRV 318.  We believe they do not.
    Section 318 provides as follows:

    "Conflict of jurisdiction.
    "If, with respect to the issue, sale, or guaranty of a security, or
assumption of obligation or liability in respect of a security, the method
of keeping accounts, the filing of reports, or the acquisition or
disposition of any security, capital assets, facilities, or any other
subject matter, any person is subject both to a requirement of the Public
Utility Holding Company Act of 1935 or of a rule, regulation, or order
thereunder and to a requirement of this chapter or of a rule, regulation,
or order thereunder, the requirement of the Public Utility Holding Company
Act of 1935 shall apply to such person, and such person shall not be
subject to the requirement of this chapter, or of any rule, regulation, or
order thereunder, with respect to the same subject matter, unless the
Securities and Exchange Commission has exempted such person from such
requirement of the Public Utility Holding Company Act of 1935, in which
case the requirements of this chapter shall apply to such person."
(Emphasis added.)


Crucial to the outcome of the present case is the lengthy conditional
clause that begins this section, setting forth a list of subjects "with
respect to [which]" duplicative requirements will trigger the pre-emption
rule.  More specifically, the key to the outcome is the phrase "or any
other subject matter," which we have italicized in the above passage.  The
Court of Appeals appears to have assumed that it parallels the other
phrases setting forth various objects of the preposition "with respect to."
We do not think it reasonably bears that interpretation.
    To begin with, that interpretation renders the preceding enumeration of
specific subjects entirely superfluous -- in effect adding to that detailed
list "or anything else."  Because the other four categories of enumeration
are so disparate, the canon of ejusdem generis cannot be invoked to prevent
the phrase "or any other subject matter" from swallowing what precedes it,
leaving a statute that might as well have read "If, with respect to any
subject matter . . . ."  Such an interpretation should not be adopted
unless the language renders it unavoidable.  Here, however, the text not
only does not compel that result but positively militates against it.
    As the Court of Appeals read MDRV 318, the conditional clause lists
five separate areas of duplicative requirements.  Bracketed numbers
inserted into the text would appear as follows:

    "If, with respect to [1] the issue, sale, or guaranty of a security, or
assumption of obligation or liability in respect of a security, [2] the
method of keeping accounts, [3] the filing of reports, or [4] the
acquisition or disposition of any security, capital assets, facilities, or
[5] any other subject matter . . ."


This reading, however, creates two problems of enumeration: first it
renders the "or" that introduces the fourth category duplicative ("If, with
respect to [1], [2], [3], or [4], or [5]"), and second, it produces the
peculiar omission of an "or" before the last item listed within the text of
the fourth category ("the acquisition or disposition of any security,
capital assets, facilities").  In casual conversation, perhaps, such
absentminded duplication and omission are possible, but Congress is not
presumed to draft its laws that way.  The attribution of such imprecision
is readily avoided by placing the phrase "or any other subject matter"
within the fourth enumeration clause, reading that to embrace "[4] the
acquisition or disposition of any security, capital assets, facilities, or
any other subject matter."  It is inelegant, perhaps, to refer to "the
acquisition or disposition of . . . [a] subject matter," but that
inelegance must be preferred to a reading that introduces both redundancy
and omission, and that renders the section's careful enumeration of
subjects superfluous.
    Moreover, and most importantly, when MDRV 318 is read in this fashion
it takes on a shape that gives meaning to what otherwise seems a random
listing of specific subject matters (with "any other subject matter" tagged
on at the end).  So interpreted, it addresses (as its caption promises) the
"Conflict of jurisdiction" within four areas of plainly parallel authority
granted both to the SEC, under PUHCA, and to the FPC (FERC), under the FPA.
The first category, "the issue, sale, or guaranty of a security, or
assumption of obligation or liability in respect of a security," refers to
MDRV 204 of the FPA, 16 U. S. C. MDRV 824c, which requires all such
transactions to be approved by FERC order, and to MDRV 6 of PUHCA, 15 U. S.
C. MDRV 79f, which in certain cases requires similar approval by the SEC;
the second, "the method of keeping accounts," refers to MDRV 301, 16 U. S.
C. MDRV 825, which authorizes FERC to prescribe accounts and records, and
to MDRV 15, 15 U. S. C. MDRV 79o, which similarly authorizes the SEC; the
third, "the filing of reports," refers to MDRV 304, 16 U. S. C. MDRV 825c,
which authorizes FERC to require "periodic or special reports," and MDRV
14, 15 U. S. C. MDRV 79n, which similarly empowers the SEC; and the fourth,
"the acquisition or disposition of any security, capital assets,
facilities, or any other subject matter" refers to MDRV 203, 16 U. S. C.
MDRV 824b, which requires all purchases of securities of other public
utilities, and all sales of facilities worth more than $50,000, to be
approved by FERC order, and to MDRV 9, 15 U. S. C. MDRV 79i, which requires
SEC approval of acquisitions of "securities and utility assets and other
interests."  The language of MDRV 318 does not track precisely the language
of any of these other sections, but the PUHCA and FPA sections making up
each of the four sets are not themselves precisely parallel, so that some
alternate formulation to bridge the gap would be expected.
    Our reading is confirmed by long-time understanding and practice.  An
expert commentary upon the specific topic of overlapping SEC and FPC
jurisdiction, written about 10 years after passage of the Public Utilities
Act, assumed as we have that MDRV 318 implicated only the four FPC sections
that we have identified.  See Welch, Functions of the Federal Power
Commission in Relation to the Securities and Exchange Commission, 14 Geo.
Wash. L. Rev. 81, 88 (1945).  And as far as we have been able to determine,
in 50 years of administering the Federal Power Act, FERC and its
predecessor, the FPC, have never decided an issue under MDRV 318 except in
connection with orders promulgated under those four sections. {1}  Never
before this case has MDRV 318 been used as a general conflicts provision,
policing the entire regulatory border between the two agencies. {2}
    It is not necessarily true that MDRV 318 gives the SEC precedence only
when the specific sections that we have referred to are the jurisdictional
basis for both the FERC and the SEC action -- as they are not, of course,
here.  But the text of the section, as we have explicated it above, does
require that the "same subject matter" as to which the duplicative
requirements exist be one of those specifically enumerated, and not some
different, more general "other subject matter" -- such as what the Court of
Appeals relied upon, "[t]he price term of sales contracts between
associated companies," 279 U. S. App. D. C., at 333, 880 F. 2d, at 1406.
In the context of the present case, the only enumerated subject matter
conceivably pertinent is contained within what we have referred to as the
fourth category.  To prevail under MDRV 318, respondent would have to
establish that it has been subjected both to a SEC requirement under PUHCA
and to a FERC requirement under the FPA, "with respect to . . . the
acquisition or disposition of any security, capital assets, facilities, or
any other subject matter."  The acquisition of SOCCO by Ohio Power might
fit the quoted description, so that requirements in the SEC orders might
qualify; but it is impossible to identify any FERC requirement that is
imposed (as MDRV 318 demands) "with respect to the same subject matter."
One might say, we suppose, that a FERC rate requirement is imposed "with
respect to the disposition" of electric power -- though it does some
violence to the interpretive rule of ejusdem generis to say that electric
power qualifies as an "other subject matter" at the end of a list that
includes securities, capital assets and facilities, see, e. g., Harrison v.
PPG Industries, Inc., 446 U. S. 578, 588 (1980); id., at 601 (Rehnquist,
J., dissenting); Third National Bank in Nashville v. Impac Limited, Inc.,
432 U. S. 312, 322 (1977).  But even if one accepts that FERC's rate order
is a requirement qualifying under MDRV 318, it is still a requirement with
respect to a different subject matter from (and not, as MDRV 318 requires,
"with respect to the same subject matter" as) the acquisition of SOCCO.
The combination of SEC requirements with respect to the acquisition of
SOCCO and FERC requirements with respect to the disposition of electric
power would not bring MDRV 318 into play. {3}

III
    Our conclusion that MDRV 318 has no application to this case does not
end review of the FERC order.  Remaining to be resolved is the alternate
ground relied upon by Judge Mikva's concurrence in the Court of Appeals,
Ohio Power Co. v. FERC, 279 U. S. App. D. C., at 337, 880 F. 2d, at 1410 --
namely, the argument that FERC's decision violates its own regulation,
which provides that where the price of fuel purchased from an affiliate "is
subject to the jurisdiction of a regulatory body, such cost shall be deemed
to be reasonable and includable" in wholesale rates.  18 CFR MDRV
35.14(a)(7) (1990).  Also available, and unresolved by the Court of
Appeals, is the argument that the FERC-prescribed rate is not "just and
reasonable" because it "traps" costs which the government itself has
approved -- disregarding a governmental assurance, possibly implicit in the
SEC approvals, that Ohio Power will be permitted to recoup the cost of
acquiring and operating SOCCO.  Cf. Nantahala Power & Light Co. v.
Thornburg, 476 U. S. 953 (1986).  We express no view on these questions,
and leave them to be resolved by the Court of Appeals.
    The judgment is reversed, and the case remanded for further proceedings
consistent with this opinion.

It is so ordered.



    Justice Souter took no part in the consideration or decision of this
case.







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1
    The vast majority of these were orders under MDRV 203, in connection
with ultilities' requests for approval of merger or of disposition of
assets.  See Florida Power Corp., 2 FERC MDRV 61,038, p. 61,092 (1978);
Potomac Edison Co., 54 F. P. C. 1465, 1466 (1975); Union Light, Heat &
Power Co., 39 F. P. C. 277, 279 (1968); Buckeye Power, Inc., 38 F. P. C.
519, 520 (1967); Buckeye Power, Inc., 38 F. P. C. 253, 259 (1967);
Minnesota Power & Light Co., 37 F. P. C. 1059, 1060-1061 (1967); Arkansas
Power & Light Co., 35 F. P. C. 341, 341 (1966); Orange & Rockland
Utilities, Inc., 34 F. P. C. 107, 108 (1965); Public Service Co. of New
Hampshire, 34 F. P. C. 17, 20 (1965); Arkansas Power & Light Co., 32 F. P.
C. 1537, 1539 (1964); Pennsylvania Power & Light Co., 32 F. P. C. 1263,
1265 (1964); Kentucky Utilities Co., 32 F. P. C. 622, 623 (1964); South
Carolina Electric & Gas Co., 29 F. P. C. 1045, 1048 (1963); Philadelphia
Electric Co., 28 F. P. C. 1025, 1027 (1962); Arkansas Power & Light Co., 28
F. P. C. 844, 846 (1962); Pennsylvania Electric Co., 27 F. P. C. 81, 84
(1962); Cincinnati Gas & Electric Co., 25 F. P. C. 1195, 1196 (1961);
Arkansas Power & Light Co., 25 F. P. C. 1151, 1152 (1961); Alabama Power
Co., 25 F. P. C. 1018, 1020 (1961); Northern States Power Co., 25 F. P. C.
974, 977 (1961); Central Vermont Public Service Corp., 25 F. P. C. 146, 149
(1961); Northern States Power Co., 24 F. P. C. 457, 460 (1960);
Commonwealth Edison Co., 24 F. P. C. 94, 96 (1960); Minnesota Power & Light
Co., 23 F. P. C. 868, 869 (1960); Mississippi Valley Public Service Co., 23
F. P. C. 104, 108 (1960); Central Vermont Public Service Corp., 22 F. P. C.
737, 739 (1959); Arkansas Power & Light Co., 22 F. P. C. 457, 458 (1959);
Northern States Power Co., 21 F. P. C. 780, 782 (1959); Conowingo Power
Co., 21 F. P. C. 511, 513-514 (1959); Philadelphia Electric Power Co., 21
F. P. C. 157, 160 (1959); Wisconsin Michigan Power Co., 20 F. P. C. 358,
360 (1958); Northern States Power Co., 20 F. P. C. 355, 357 (1958); Orange
and Rockland Utilities, Inc., 20 F. P. C. 205, 206-207 (1958); Orange and
Rockland Electric Co., 19 F. P. C. 269, 276 (1958); Pacific Gas & Electric
Co., 18 F. P. C. 827, 829 (1957); Northern States Power Co., 18 F. P. C.
532, 536-537 (1957); Pennsylvania Power & Light Co., 18 F. P. C. 525, 528
(1957); Northern States Power Co., 18 F. P. C. 395, 397 (1957); Northern
States Power Co., 18 F. P. C. 135, 137 (1957); Kentucky Utilities Co., 18
F. P. C. 44, 46 (1957); Amesbury Electric Light Co., 18 F. P. C. 1, 1
(1957); Nantahala Power & Light Co., 17 F. P. C. 899, 901 (1957);
Cincinnati Gas & Electric Co., 17 F. P. C. 669, 670 (1957); Northern States
Power Co., 17 F. P. C. 639, 641 (1957); Georgia Power & Light Co., 17 F. P.
C. 324, 327 (1957); Northern States Power Co., 16 F. P. C. 876, 880 (1956);
Scranton Electric Co., 15 F. P. C. 1078, 1081 (1956); St. Joseph Light &
Power Co., 14 F. P. C. 985, 985 (1955); Frontier Power Co., 14 F. P. C.
941, 944 (1955); Carolina Aluminum Co., 14 F. P. C. 829, 830 (1955);
Baltimore Gas and Electric Co., 14 F. P. C. 821, 822 (1955); Pennsylvania
Water & Power Co., 14 F. P. C. 706, 711 (1955); Cincinnati Gas & Electric
Co., 14 F. P. C. 639, 641 (1955); Connecticut River Power Co., 14 F. P. C.
501, 503 (1955); Pacific Gas & Electric Co., 13 F. P. C. 1563, 1564 (1954);
Pacific Gas & Electric Co., 13 F. P. C. 1334, 1335 (1954); Rockland Light &
Power Co., 13 F. P. C. 1300, 1302 (1954); Kentucky Utilities Co., 13 F. P.
C. 907, 908 (1954); West Penn Power Co., 13 F. P. C. 866, 868 (1954); Ohio
Edison Co., 12 F. P. C. 1437, 1438 (1953); Lake Superior District Power
Co., 12 F. P. C. 1434, 1435 (1953); Wisconsin Power & Light Co., 12 F. P.
C. 1394, 1395-1396 (1953); Wisconsin Michigan Power Co., 12 F. P. C. 1318,
1319 (1953); Louisiana Power & Light Co., 12 F. P. C. 1168, 1169 (1953);
Kansas City Power & Light Co., 11 F. P. C. 1112, 1113 (1952); Kansas Gas &
Electric Co., 11 F. P. C. 1114, 1115-1116 (1952); Potomac Light & Power
Co., 11 F. P. C. 1069, 1070 (1952); South Penn Power Co., 11 F. P. C. 1070,
1071 (1952); Missouri Public Service Co., 10 F. P. C. 1120, 1122 (1951);
Athol Gas & Electric Co., 10 F. P. C. 729, 731 (1951); Pennsylvania
Electric Co., 9 F. P. C. 1304, 1306 (1950); Rhode Island Power Transmission
Co., 9 F. P. C. 942, 944 (1950); Wisconsin Power & Light Co., 9 F. P. C.
859, 861 (1950); Northwestern Illinois Gas & Electric Co., 9 F. P. C. 862,
863-864 (1950); Indiana & Michigan Electric Co., 9 F. P. C. 617, 619
(1950); Potomac Electric Power Co., 8 F. P. C. 997, 997 (1949); Bellows
Falls HydroElectric Corp., 7 F. P. C. 777, 780 (1948); Pennsylvania Power &
Light Co., 6 F. P. C. 428, 429 (1947); Northern Virginia Power Co., 5 F. P.
C. 458, 459 (1946); Central Vermont Public Service Corp., 4 F. P. C. 1001,
1002 (1945); Worcester Suburban Electric Co., 4 F. P. C. 929, 930-931
(1945); Wachusett Electric Co., 4 F. P. C. 920, 921 (1945); California
Public Service Co., 4 F. P. C. 812, 814 (1944); Utah Power & Light Co., 4
F. P. C. 791, 792 (1944); Indiana General Service Co., 4 F. P. C. 783, 785
(1944); Empire District Electric Co., 4 F. P. C. 665, 669 (1944); Virginia
Electric & Power Co., 4 F. P. C. 51, 53-54 (1944); Eastern Shore Public
Service Co., 4 F. P. C. 382, 384 (1943); Otter Tail Power Co., 3 F. P. C.
1054, 1056 (1943); Superior Water, Light & Power Co., 3 F. P. C. 960, 962
(1943); Cincinnati Gas & Electric Co., 3 F. P. C. 883, 885 (1942); Point
Pleasant Water & Light Co., 3 F. P. C. 755, 757 (1942); Eastern Shore
Public Service Co., 3 F. P. C. 723, 724 (1942); Florida Power Co., 3 F. P.
C. 719, 719 (1942); Virginia Public Service Co., 3 F. P. C. 704, 706
(1942); Associated Maryland Electric Power Corp., 3 F. P. C. 646, 652
(1942); Montana-Dakota Utilities Co., 3 F. P. C. 629, 631 (1942); In re
Pennsylvania Electric Co., 3 F. P. C. 544, 546 (1943); In re Pennsylvania
Electric Co., 3 F. P. C. 557, 558 (1943); In re Olcott Falls Co., 3 F. P.
C. 310, 312 (1942); South Carolina Electric & Gas Co., 3 F. P. C. 1007,
1011 (1943); Otter Tail Power Co., 2 F. P. C. 935, 936 (1941); In re Twin
State Gas & Electric Co., 2 F. P. C. 122, 123 (1940); Lexington Utilities
Co., 1 F. P. C. 787, 787 (1939); In re George B. Evans, 1 F. P. C. 511,
515-518 (1937).
    A large number of orders discussing MDRV 318 arose under MDRV 204, in
connection with requests for approval of securities sales or issuance.  See
Buckeye Power, Inc., 38 F. P. C. 253, 259 (1967); Orange & Rockland
Utilities, Inc., 34 F. P. C. 107, 108 (1965); Philadelphia Electric Co., 28
F. P. C. 1025, 1027 (1962); Utah Power & Light Co., 28 F. P. C. 97, 98-99
(1962); Pacific Power & Light Co., 27 F. P. C. 623, 626 (1962); Northern
States Power Co., 25 F. P. C. 974, 977 (1961); Northern States Power Co.,
24 F. P. C. 457, 460 (1960); Mississippi Valley Public Service Co., 23 F.
P. C. 104, 108 (1960); Holyoke Water Power Co., 21 F. P. C. 676, 678
(1959); Conowingo Power Co., 21 F. P. C. 511, 513-514 (1959); Minnesota
Power & Light Co., 21 F. P. C. 214, 215 (1959); Northern States Power Co.,
20 F. P. C. 355, 357 (1958); Orange & Rockland Utilities, Inc., 20 F. P. C.
205, 207 (1958); Orange & Rockland Electric Co., 19 F. P. C. 269, 275-276
(1958); Holyoke Water Power Co., 18 F. P. C. 821, 826 (1957); Northern
States Power Co., 18 F. P. C. 532, 536-537 (1957); Kentucky Utilities Co.,
18 F. P. C. 44, 46 (1957); Northern States Power Co., 16 F. P. C. 876, 880
(1956); Interstate Power Co., 15 F. P. C. 1355, 1356-1357 (1956); Rockland
Light & Power Co., 13 F. P. C. 1300, 1302 (1954); Wisconsin River Power
Co., 8 F. P. C. 1111, 1112 (1949); In re Oklahoma Gas & Electric Co., 5 F.
P. C. 52, 54 (1946); Montana-Dakota Utilities Co., 3 F. P. C. 629, 631
(1942); California Electric Power Co., 2 F. P. C. 1099, 1100 (1941);
Montana-Dakota Utilities Co., 2 F. P. C. 1027, 1028 (1941); Otter Tail
Power Co., 2 F. P. C. 1022, 1024-1025 (1941); NevadaCalifornia Electric
Co., 2 F. P. C. 956, 957 (1941); Otter Tail Power Co., 2 F. P. C. 935, 937
(1941); In re Montana-Dakota Utilities Co., 2 F. P. C. 350, 356 (1941);
Sierra Pacific Power Co., 2 F. P. C. 839, 841 (1940); Montana-Dakota
Utilities Co., 2 F. P. C. 831, 833 (1940).
    Only a few orders involved MDRV 301 (accounting requirements) and MDRV
304 (reporting requirements).  See Appalachian Power Co., 28 F. P. C. 1199,
1223-1237 (1962); Jersey Central Power & Light Co., 14 F. P. C. 858, 859
(1955); Metropolitan Edison Co., 14 F. P. C. 736, 737 (1955); In re
Arkansas Power & Light Co., 8 F. P. C. 106, 127-128 (1949); Northern
Indiana Public Service Co., 4 F. P. C. 1070, 1071 (1945); In re Superior
Water, Light & Power Co., 3 F. P. C. 254, 257 (1942).

2
    The slight indication in the legislative history that conferees who
added the phrase "or any other subject matter" might have intended such a
general conflicts provision, cf. H. R. Conf. Rep. No. 1903, 74th Cong., 1st
Sess., 75 (1935), is contradicted by the fact that their revision
eliminated the word "or" that had previously appeared before "facilities,"
rather than the "or" that introduced the fourth category.  Compare id., at
63 with S. 2796, 74th Cong., 1st Sess., 292 (In House, June 13, 1935), and
S. 2796, 74th Cong., 1st Sess., 295 (In Senate, May 13, 1935).  In any
case, the legislative history is overborne by the text.

3
    The same conclusion would follow if we regarded the action qualifying
for MDRV 318 treatment to be, not Ohio Power's acquisition of SOCCO, but
Ohio Power's acquisition of coal (implicit in its acquisition of SOCCO).
It remains impossible to find any FERC requirement imposed "with respect to
the same" acquisition.  The FERC pricing requirement imposed with respect
to the disposition of electric power is still not preempted by MDRV 318.